Sec Form 4 Filing - Myers Christopher D @ CVB FINANCIAL CORP - 2019-07-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Myers Christopher D 2. Issuer Name and Ticker or Trading Symbol CVB FINANCIAL CORP [ CVBF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 701 N. HAVEN AVE., SUITE 350 3. Date of Earliest Transaction (MM/DD/YY) 07/17/2019 (Street) ONTARIO, CA91764 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/17/2019 A 90,000 ( 1 ) A $ 0 336,057 D Common Stock 07/17/2019 A 60,000 ( 2 ) A $ 0 396,057 D Common Stock 07/17/2019 A 45,000 ( 4 ) A $ 0 441,057 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 07/17/2019 D 105,000 ( 3 ) ( 3 ) Common Stock 105,000 $ 0 0 D Performance Based Restricted Stock Units $ 0 07/17/2019 D 105,000 ( 4 ) ( 4 ) Common Stock 105,000 $ 0 0 D Performance Based Restricted Stock Units $ 0 07/17/2019 A 15,000 ( 4 ) ( 4 ) Common Stock 15,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Myers Christopher D 701 N. HAVEN AVE., SUITE 350 ONTARIO, CA91764 X President & CEO Signatures /s/ Christopher D Myers 09/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of 90000 RSUs pursuant to Issuer's 2018 Equity Incentive Plan (the "Equity Plan") in connection with the Reporting Person's Retirement and Consulting Agreement dated as of July 17, 2019. The RSUs shall vest in full December 31, 2020 provided that Reporting Person continues to provide consulting services through such date. ( 2 )Grant of 60000 RSUs pursuant to Issuer's 2018 Equity Incentive Plan (the "Equity Plan") in connection with the Reporting Person's Retirement and Consulting Agreement dated as of July 17, 2019. The RSUs shall vest in full March 15, 2020 provided that Reporting Person continues employment through such date. ( 3 )On July 17, 2019 pursuant to Issuer's Equity Plan, Issuer amended an outstanding restricted stock unit grant to Reporting Person to reduce the number of shares subject to the restricted stock unit grant from 105000 to 60000 and changing the vesting terms such that 15000 shares will vest on September 12, 2019 and 45000 shares will vest on March 15, 2020 subject to Reporting Person continuing to provide employment services through such date(s). ( 4 )On July 17, 2019 pursuant to Issuer's Equity Plan, Issuer amended an outstanding performance based restricted stock unit grant to Reporting Person to reduce the number of shares subject to the performance based restricted stock unit grant from 105000 to 60000 and changing the vesting terms such that up to 15000 shares subject to the performance based grant vests on September 12, 2019 based on the Issuer's Relative Return on Assets and Return on Equity and 45000 shares subject to the grant vests on March 15, 2020 subject to Reporting Person continuing to provide employment services through such date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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